Zhong Fu Tong Group Co.Ltd(300560)
Simplified equity change report (II)
Name of listed company Zhong Fu Tong Group Co.Ltd(300560)
Place of stock listing: Shenzhen Stock Exchange
Stock abbreviation Zhong Fu Tong Group Co.Ltd(300560)
Stock Code: 300560
Information disclosure obligor: Jinan Tiefu investment partnership (limited partnership)
Mailing address: 1113-3, Licheng financial building, building 7, xinyuanxin center, No. 3, Huaxin Road, Licheng District, Jinan City, Shandong Province
Postal code 250100
Change in nature of shares and increase in shares (transfer by agreement)
Signed on: January 12, 2022
Statement of information disclosure obligor
1、 The information disclosure obligor prepares this equity change report in accordance with the securities law of the people’s Republic of China, the measures for the administration of the acquisition of listed companies, the standards for the content and format of information disclosure by companies offering securities to the public No. 15 – equity change report, and other relevant laws and regulations.
2、 The information disclosure obligor has obtained necessary authorization and approval for signing this report, and its performance does not violate or conflict with any provision in the articles of association or internal rules of the information disclosure obligor.
3、 In accordance with the provisions of the securities law of the people’s Republic of China, the measures for the administration of the acquisition of listed companies and the standards for the content and format of information disclosure by companies offering securities to the public No. 15 – equity change report, this equity change report has fully disclosed the changes in the interests of the information disclosure obligor in Zhong Fu Tong Group Co.Ltd(300560) .
As of the signing date of this report, the information disclosure obligor has not increased or reduced its shares in Zhong Fu Tong Group Co.Ltd(300560) by any other means except the information disclosed in this report.
4、 After the share transfer agreement takes effect, the equity change shall also perform the compliance confirmation and other relevant procedures in accordance with the relevant provisions of the Shenzhen Stock Exchange, and go through the share transfer registration formalities in Shenzhen Branch of China Securities Depository and Clearing Corporation.
5、 This equity change is based on the information stated in this report. The information disclosure obligor has not entrusted or authorized any other person to provide information not listed in this report and make any explanation or explanation to this report.
catalogue
The disclosure obligor declares that 1 interpretation Section 1 Introduction to information disclosure obligors 4 Section 2 purpose of this equity change 5 section 3 the way of this equity change Section IV trading of listed shares in the first six months Section V other major matters Section VI declaration of information disclosure obligor Section VII documents for future reference twelve
interpretation
In this report, unless the context otherwise requires, the following words have the following meanings:
Zhong Fu Tong Group Co.Ltd(300560) / company / listed company refers to Zhong Fu Tong Group Co.Ltd(300560)
The information disclosure obligor refers to Jinan Tiefu investment partnership (limited partnership)
The information disclosure obligor transferred Zhong Fu Tong Group Co.Ltd(300560) 15936255 shares held by Chen Rongjie through agreement, accounting for 7.04% of the total share capital of Zhong Fu Tong Group Co.Ltd(300560) .
CSRC refers to the China Securities Regulatory Commission
Shenzhen stock exchange refers to Shenzhen Stock Exchange
Trading day refers to the normal business day of Shenzhen Stock Exchange
Yuan, 10000 yuan and 100 million yuan refer to RMB yuan, 10000 yuan and 100 million yuan unless otherwise specified
In this report, there are differences in the mantissa between the sum of some totals and the direct addition of each addend. These differences are caused by rounding.
1、 Basic information of information disclosure obligor
(I) basic information
Information disclosure obligor: Jinan Tiefu investment partnership (limited partnership)
Unified social credit code 91370112ma7fpljq0w
Executive partner Shandong Shunzhi Asset Management Co., Ltd. (appointed representative: Yuan Xiangyu)
Date of establishment: January 6, 2022
Nature of Enterprise Limited Partnership
Main business place: 1113-3, Licheng financial building, building 7, xinyuanxin center, No. 3, Huaxin Road, Licheng District, Jinan City, Shandong Province
Business scope: general items: engaging in investment activities with its own funds. (except for the items that must be approved according to law, the company shall independently carry out business activities according to law with its business license)
(II) partners and capital contributions
Partner category partner name subscribed capital contribution proportion
(10000 yuan)
General partner Shandong Shunzhi Asset Management Co., Ltd. 1 0.005%
Limited partner Shandong railway development fund Co., Ltd. 12000 59.997%
Limited partner Tai’an Yangliu enterprise management partnership (8000 39.998%)
Partnership)
(III) basic information of main management personnel
Jinan Tiefu, the information discloser, is a limited partnership. As of the signing date of this report, the basic information of the main management personnel of the information discloser is as follows:
Serial number name gender position nationality long term residence right of residence in other countries or regions
1 yuan Xiangyu, male, appointed representative of China none
2、 Information disclosure obligors holding and controlling shares of other listed companies
As of the signing date of this report, the information disclosure obligor does not hold shares with interests in other domestic and overseas listed companies that reach or exceed 5% of the issued shares of the company.
Section II purpose of this equity change
1、 Purpose of this equity change
This equity change is mainly based on the full recognition of the development prospect and investment value of the listed company by the information disclosure obligor. The purpose of this equity change is investment needs.
2、 Plan for the information disclosure obligor to continue to increase its Zhong Fu Tong Group Co.Ltd(300560) shares or dispose of its owned interests in the next 12 months
As of the signing date of this report, the information disclosure obligor does not rule out relevant arrangements such as increasing or disposing of the shares of the listed company in the next 12 months. In case of relevant equity changes, the company will perform the obligation of information disclosure in strict accordance with relevant regulations.
Section III current equity change method
1、 Shares of information disclosure obligors before this equity change
Before this equity change, the information disclosure obligor did not hold shares of the company.
After this equity change, the information disclosure obligor holds 15936255 shares of the company, accounting for the total shares of the company
7.04% of this.
2、 Current equity change method
On January 11, 2022, the information disclosure obligor and the company’s controlling shareholder and actual controller Chen Rongjie first
Sheng has signed the share transfer agreement, and the information disclosure obligor intends to transfer the company’s shares through agreement transfer
15936255 shares, accounting for 7.04% of the total share capital of the company.
After this equity change, the equity changes of the information disclosure obligor are as follows:
Before and after this equity change
Name of shareholder number of shares (shares) proportion (%) number of shares (shares) proportion (%)
Jinan Tiefu investment partnership (limited to 0.15936255 7.04 partnership)
Total 0 0 15936255 7.04
3、 Main contents of share transfer agreement
On January 11, 2022, Mr. Chen Rongjie, the controlling shareholder and actual controller of the company, and Jinan Tiefu Investment Co., Ltd
The joint venture (limited partnership) has signed the share transfer agreement, the main contents of which are as follows:
(I) parties to the assignment by agreement
Party A (transferor): Mr. Chen Rongjie
Party B (transferee): Jinan Tiefu investment partnership (limited partnership)
(II) subject matter of transfer
1. Party A agrees to transfer 7.04% of its current total share capital of Zhong Fu Tong Group Co.Ltd(300560) to Party B (i.e
15936255 shares), the transfer price is RMB 12.55/share, about the trading day before the signing of the agreement (excluding
Including 90% of the closing price of Zhong Fu Tong Group Co.Ltd(300560) on the suspension day.
2. Both parties shall, within 20 working days from the date of signing this agreement, notify Shenzhen Stock Exchange and China Securities
Shenzhen Branch of registration and Clearing Co., Ltd. shall go through relevant procedures for share transfer and change.
3. Party A confirms to transfer all the rights and interests of the subject shares to Party B, including the ownership, profit distribution right, asset distribution right and other Zhong Fu Tong Group Co.Ltd(300560) articles of association related to the shares held by Party A and all the rights enjoyed by the shareholders of the company according to Chinese laws.
(III) payment of transfer price
1. The total share transfer price of this transaction is 200000000.25 yuan. This agreement stipulates that the transaction costs related to the transaction, such as taxes and fees, shall be borne by both parties respectively in accordance with laws, regulations and other normative documents and the requirements of relevant departments.
2. Party A agrees that Party B can pay the total share transfer price in installments. Party B shall pay the first transfer price to Party A’s collection account within 3 working days after being approved by Shenzhen Stock Exchange and obtaining relevant compliance documents. The remaining transfer price shall be paid within 6 months after both parties complete the transfer procedures in Shenzhen Branch of China Securities Depository and Clearing Co., Ltd, Pay to Party A’s collection account.
(IV) share delivery
1. Both parties agree that the implementation of this share transfer depends on the satisfaction of the following preconditions:
(1) This agreement has been signed and entered into force by both parties according to law;
(2) The share transfer has been confirmed by Shenzhen Stock Exchange.
2. After the conditions for handling the delivery of the subject shares agreed in this Agreement are met, Party A and Party B shall jointly submit the qualified application documents for handling the transfer of the subject shares to China Securities Depository and Clearing Co., Ltd. Shenzhen Branch, and apply for the transfer registration of the subject shares under the name of Party B. The delivery of the subject shares shall be deemed to be completed after the subject shares are registered in the name of Party B.
(V) change and cancellation of the agreement
After this agreement takes effect, if one party needs to modify this agreement, it must notify the other party in writing ten working days in advance, and sign a supplementary agreement after both parties reach a written consensus. The supplementary agreement has the same effect as this agreement.
(VI) dispute resolution of the agreement
The conclusion, validity, interpretation, termination and dispute settlement of this Agreement shall be governed by the relevant provisions of the laws of the people’s Republic of China. Any dispute arising out of or in connection with this Agreement shall be settled by both parties through friendly negotiation. If no settlement can be reached through negotiation, either party may submit the dispute to the people’s Court of its own location for adjudication.
4、 Restrictions on equity shares owned by the information discloser
As of the signing date of this report, there is no pending litigation, arbitration, dispute, pledge or judicial freezing of the company’s shares held by the information discloser.
5、 Approval procedures for this equity change
This share transfer shall be subject to the compliance review of Shenzhen Stock Exchange, and the transfer procedures of share agreement transfer shall be handled in Shenzhen Branch of China Securities Depository and Clearing Corporation.
Section IV trading of listed shares in the first six months
Except for this equity change report, the information disclosure obligor has not traded the shares of the listed company within six months before the date of signing this report.
Section V other major matters
As of the signing date of this report, the information disclosure obligor has truthfully disclosed the information related to this equity change in accordance with relevant regulations, and there are no other major matters related to this equity change and other information that must be disclosed to avoid misunderstanding of the content of this report. The information disclosure obligor is not included in the list of serious financial dishonests.
Section VI declaration of information disclosure obligor
All information disclosure obligors
